SharonAI details Leece’s move from COO to strategic partnerships and revised compensation

SharonAI Holdings Inc. disclosed in a Form 8-K filed Friday, September 11, that co-founder Andrew Leece’s role changed from Chief Operating Officer to Head of Strategic Partnerships effective September 7, 2026. A Deed of Release signed September 8 sets out his revised employment and compensation arrangements, with a fixed term continuing through March 31, 2027 unless terminated earlier (Form 8-K AccNo 0001493152-26-042434).

A continuing role with a different remit

SharonAI Holdings Inc. and its wholly-owned indirect subsidiary, SharonAI Pty Ltd, entered into the Deed of Release with Leece on September 8. The deed varies his April 30, 2026 executive employment agreement, which the company had previously reported in a Form 8-K filed May 6. The role change took effect a day before the deed, on September 7, identified as the Variation Date.

The filing says the Head of Strategic Partnerships position is intended to provide founder-level sponsorship across the company’s most important customer, data center and strategic relationships. That describes the stated purpose of Leece’s continuing role; the disclosed facts do not identify particular customers, data centers or completed transactions tied to the change.

David Burns’s appointment as Leece’s successor as Chief Operating Officer was previously reported in a Form 8-K filed August 27, 2026. The September filing refers back to that appointment. Its new disclosure concerns the deed and the changes to Leece’s employment and compensation, rather than a newly announced appointment of Burns.

Salary, incentives and retained equity

Leece’s annual base salary continues at AUD$563,380, excluding statutory superannuation contributions. The filing gives an approximate equivalent of US$400,000 using an AUD/USD exchange rate of 0.71. The continued salary is one component of an arrangement that also specifies a fixed short-term incentive, a potential variable equity incentive and the treatment of existing RSU awards.

The fixed short-term incentive outcome is AUD$422,535 for Leece’s service as Chief Operating Officer. It is payable after December 31, 2026, at the same time as customary short-term incentive payments to other executives. The disclosed timing is therefore a payment window tied to the executive incentive process, rather than a specified payment day.

Leece is also eligible for a variable incentive of up to 6,416 restricted stock units, subject to achieving key performance indicators set by the company. The maximum is conditional: the disclosed terms do not establish that the full amount has been earned.

For previously granted equity, Leece retains an aggregate of 151,219 unvested RSUs under the SharonAI Inc. 2024 Omnibus Equity Incentive Plan and the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan. Those retained awards continue to vest and settle according to Schedule 1 to the deed, subject to continued compliance with restrictive covenants. All previously granted RSUs other than the retained awards are forfeited as of September 7. The distinction matters because the deed preserves a defined pool of existing awards while separately providing eligibility for the variable incentive.

Fixed term and continuing obligations

The varied employment agreement runs until March 31, 2027 unless terminated earlier. It terminates automatically on that date without notice or payment in lieu, although the parties may agree in writing to extend it. These terms establish a continuing fixed-term employment arrangement following the role change. They do not describe Leece as having left the company.

The deed includes mutual releases of claims relating to employment, position, the employment agreement, equity plans, grant notices and RSU agreements up to the Variation Date. It also includes mutual non-disparagement, confidentiality with stated exceptions, and a requirement that Leece continue to comply with the restrictive covenants in his employment agreement. His May 5, 2025 Indemnification Agreement remains in full force and is not superseded, limited or released by the deed.

Leece remains relevant to the company’s ownership context as a co-founder of its predecessors. Through an entity he controls, he beneficially owns 45,447 shares of Class B Super Voting Common Stock, in addition to other Class A Ordinary Common Stock he beneficially owns. The filing says his Class B shares, together with those held by other co-founders, account for a significant amount of company voting power. It does not supply a voting-power percentage in the facts supporting this report.

The immediate significance is the documented allocation of responsibilities and compensation for a continuing co-founder role. The arrangement leaves future outcomes unresolved, including the variable incentive earned and whether the fixed term will be extended. The Form 8-K reports the deed under Item 1.01, incorporates the compensatory disclosures into Item 5.02 and lists the deed as Exhibit 10.1 under Item 9.01. CEO James Manning signed the filing on September 11.

Filing reference

SharonAI Holdings Inc. disclosed the Deed of Release and role variation in Form 8-K AccNo 0001493152-26-042434 (Items 1.01, 5.02, and 9.01; Acceptance-Datetime 20260911172800; signed September 11, 2026 by James Manning, Chief Executive Officer).